SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Champion Healthcare Corporation
-------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
15850B104
-------------------------------------
(CUSIP Number of Class of Securities)
Thomas E. Siegler
Donaldson, Lufkin & Jenrette, Inc.
140 Broadway
New York, New York 10005
(212) 504-4477
---------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
April 12, 1996
-----------------------------
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-1(b)(3)
or (4), check the following box: [ ]
Check the following box if a fee is being paid with this
Statement: [ ]
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Venture Capital Fund II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 37,606
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,606 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Fund Associates II
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 37,606
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,606 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sprout Growth, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 773,909
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,909 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Growth Associates
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 773,909
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
773,909 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sprout Capital VI, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,170,111
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,170,111 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sprout Growth II, L.P.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 635,652
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
635,652 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
PN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ Capital Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,681,971
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,681,971 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ First ESC LLC
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 1,969
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,969 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IV
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DLJ LBO Plans Management Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
NUMBER OF -----------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH
1,969
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,969
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson, Lufkin & Jenrette Securities Corporation
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 101,512
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,512 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1% -- See Item 5
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
================================================================================
#30133342.2
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donaldson, Lufkin & Jenrette, Inc.
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO, HC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Equitable Companies Incorporated
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO, HC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FINAXA
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances I.A.R.D. Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AXA Assurances Vie Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Uni Europe Assurance Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances Vie Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alpha Assurances I.A.R.D. Mutuelle
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IC
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Claude BeBeAr, as Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Patrice Garnier, as Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE>
SCHEDULE 13D
- -----------------------------
CUSIP NO. 15850B104
- -----------------------------
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Henri de Clermont-Tonnerre, as Voting Trustee
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS
N/A
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER
0
-----------------------------------------------------
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 2,785,452
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,785,452 -- See Item 5
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.0%
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
================================================================================
<PAGE>
This Amendment No. 3 ("Amendment") to Schedule 13D is being
filed on behalf of the undersigned to amend the Schedule 13D dated December 15,
1994, as amended and restated by Amendment No. 1 filed on September 5, 1995 and
as amended by Amendment No. 2 filed on January 19, 1996 by Donaldson, Lufkin &
Jenrette, Inc. and others (the "Schedule 13D") relating to the shares of common
stock, par value, $.01 per share (the "Shares") of Champion Healthcare
Corporation, a Delaware corporation (the "Company"). Unless otherwise indicated,
all capitalized terms used herein but not otherwise defined herein shall have
the same meaning as set forth in the Schedule 13D.
ITEM 1. SECURITY AND ISSUER
Item 1 of the Schedule 13D is hereby amended and restated in its entirety, as
follows:
This Schedule 13D relates to the Shares of the Company,
formerly named AmeriHealth, Inc. ("AmeriHealth"). The Company is the surviving
corporation in the merger of Champion Healthcare Corporation, a Texas
corporation ("Old Champion"), with and into AmeriHealth. The principal executive
offices of the Company are located at 515 W. Greens Road, Suite 800, Houston,
Texas 77067.
The information set forth in the Exhibits hereto is hereby
expressly incorporated herein by reference and the responses to each item of
this Schedule 13D are qualified in their entirety by the provisions of such
Exhibits.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 to Schedule 13D is hereby amended and supplemented by inserting the
following:
On April 12, 1996, the Company and certain holders of its
securities (the "Participants"), including DLJ II, Growth, Sprout VI, Growth II,
DLJCC, ESC, DLJSC and DLJ, entered into an Agreement in Contemplation of Merger
(the "Participants Agreement"). On April 15, 1996, the Company and Paracelsus
Healthcare Corporation, a California corporation ("Paracelsus"), announced that
they had entered into an Agreement and Plan of Merger, dated as of April 12,
1996 (the "Merger Agreement"). The Merger Agreement provides for, among other
things, the merger (the "Merger") of PC Merger Sub, Inc., a newly organized
Delaware corporation and a wholly-owned subsidiary of Paracelsus, with and into
the Company upon the terms and subject to the conditions contained in the Merger
Agreement. The Merger Agreement contemplates that the Company will become a
wholly-owned subsidiary of Paracelsus as a result of the following events.
<PAGE>
Pursuant to the Merger Agreement, prior to the Merger each share of common stock
of Paracelsus, no stated value per share ("Paracelsus Common Stock"), will be
split into 67,156.513 shares of Paracelsus Common Stock, subject to adjustment
for the cashless exercise on or before May 13, 1996 of certain outstanding
warrants to purchase Shares. In the Merger, each Share (other than Shares owned
by Paracelsus or the Company) will automatically be converted into one share of
Paracelsus Common Stock and each share of Series C Preferred Stock (the "Series
C Shares") and of Series D Preferred Stock, par value $.10 per share (the
"Series D Shares") of the Company (other than shares owned by Paracelsus or the
Company or by holders who perfect their appraisal rights under Delaware law)
will automatically be converted into two shares of Paracelsus Common Stock.
In the Participants Agreement, certain Participants who are
holders of the Company's Series C Shares or are holders of the Company's Series
D Shares have, among other things, agreed with the Company to vote their
respective Series C Shares and Series D Shares in favor of the Merger. Such
Participants beneficially own approximately 389,519 Series C Shares and
1,763,303 Series D Shares and together represented, as of the date of the
Participants Agreement, approximately 25 percent of the total outstanding voting
power of the Company entitled to vote on the Merger. Certain of the Reporting
Persons beneficially own in the aggregate, 33,616 Series C Shares and 279,541
Series D Shares.
Also in the Participants Agreement, certain Participants who
are holders of the Company's 11% Senior Subordinated Series D Notes (the "Series
D Notes") or are holders of the Company's 11% Senior Subordinated Series E Notes
(the "Series E Notes") have, among other things, agreed with the Company to
amend certain terms of the Series D Note and Stock Purchase Agreement dated
December 31, 1993, as amended (the "Series D Agreement"), and the Series E Note
Purchase Agreement, dated May 1, 1995 (the "Series E Agreement"). As disclosed
in Amendment No. 1 to the Schedule 13D, certain of the Reporting Persons hold
Series D Notes.
Such Participants who are holders of Series D Notes have,
among other things, agreed (i) to waive any rights to cause the Company to
purchase from such holders the Series D Notes in the event of a change of
control of the Company as described in the Series D Agreement and (ii) to
surrender their Series D Notes for prepayment at a premium depending upon the
year of such prepayment. Such Participants who are holders of Series E Notes
have, among other things, agreed (i) to waive any rights to cause the Company to
purchase from such holders the Series E Notes in the event of a change of
control of the Company as described in the Series E Agreement and (ii) to
surrender their Series E Notes for prepayment at a premium depending upon the
year of such prepayment and upon
<PAGE>
whether warrants to purchase Shares are surrendered in connection with such
prepayment.
Pursuant to the Participants Agreement, Participants who were
holders of warrants to purchase Shares agreed as of the effective date of the
Merger to the replacement of the Company with Paracelsus as a party to such
warrants and the assumption by Paracelsus in the name, place and stead of the
Company of the obligation to issue shares of Paracelsus Common Stock upon
exercise of the warrants upon the same terms and conditions that had applied to
the Company under such warrants. Certain of the Reporting Persons beneficially
own in the aggregate, warrants to purchase 231,792 Shares.
Pursuant to the Participants Agreement, the D Stockholders
Agreement will terminate as of the effective date of the Merger. As disclosed in
Amendment No. 1 to the Schedule 13D, under the D Stockholders Agreement certain
of the Reporting Persons have certain board nomination rights.
The Reporting Persons plan to instruct the Trustee to exercise
all of their warrants prior to May 13, 1996, pursuant to the reduced
exercise price provisions of the Recapitalization Agreement (filed as Exhibit
10.1 to this Schedule 13D). The Reporting Persons own in the aggregate warrants
to purchase 231,792 Shares. Based upon the outstanding number of shares as of
April 30, 1996 and the Shares issuable upon conversion of all outstanding shares
of preferred stock as of April 30, 1996, after giving effect to the exercise of
all of such warrants, the percentage beneifical ownership of Shares of each of
the Reporting Persons would change by less than 0.1%.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended by deleting the last paragraph and
inserting the following:
The Reporting Persons, in the aggregate, may be deemed to
beneficially own 2,785,452 Shares, or approximately 16.0% of the Shares
outstanding. The percentage of Shares outstanding reported as beneficially owned
by each Reporting Person herein on the date hereof is based upon (a) the
12,022,912 Shares outstanding as of the close of business on April 30, 1996, (b)
the conversion of all outstanding shares of Company preferred stock into
5,211,428 Shares, as stated by the Company, which shares of preferred stock have
voting rights on all matters according to the number of Shares into which such
preferred shares are convertible, and (c) the Shares deemed to be beneficially
owned by each Reporting Person upon the exercise of warrants directly owned by
such person.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The response to Item 4 of this Amendment is incorporated
herein by reference.
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following document is included as an exhibit hereto:
1. Agreement in Contemplation of Merger dated as of April 12,
1996.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May 1, 1996
DLJ VENTURE CAPITAL FUND II,
L.P.
By: DLJ Fund Associates II
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-Fact
DLJ FUND ASSOCIATES II
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-Fact
SPROUT GROWTH, L.P.
By: DLJ Growth Associates
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Attorney-in-Fact
DLJ GROWTH ASSOCIATES
By: DLJ Capital Corporation
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
<PAGE>
SPROUT CAPITAL VI, L.P.
By: DLJ Capital Corporation
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
SPROUT GROWTH II, L.P.
By: DLJ Capital Corporation
General Partner
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
DLJ CAPITAL CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Secretary and Treasurer
DLJ FIRST ESC, L.L.C.
By: DLJ LBO Plans Management
Corporation Manager
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Vice President
<PAGE>
DLJ LBO PLANS MANAGEMENT
CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Vice President
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Senior Vice President
DONALDSON, LUFKIN & JENRETTE,
INC.
By: /s/ Thomas E. Siegler
Thomas E. Siegler
Senior Vice President
EQUITABLE COMPANIES
INCORPORATED
By: /s/ Joanne T. Marren
Joanne T. Marren
Senior Vice President and
Deputy General Counsel
<PAGE>
AXA
MIDI PARTICIPATIONS
FINAXA
AXA ASSURANCES I.A.R.D.
MUTUELLE
AXA ASSURANCES VIE MUTUELLE
UNI EUROPE ASSURANCE MUTUELLE
ALPHA ASSURANCES VIE MUTUELLE
ALPHA ASSURANCES I.A.R.D.
MUTUELLE
CLAUDE BeBeAR, as Voting
Trustee
PATRICE GARNIER, as Voting
Trustee
HENRI DE CLERMONT-TONNERRE, as
Voting Trustee
Signed on behalf of each of the
above
By: /s/ Joanne T. Marren
Joanne T. Marren
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
1. Agreement in Contemplation of Merger dated as of
April 12, 1996.
<PAGE>
EXHIBIT 1
CHAMPION HEALTHCARE CORPORATION
AGREEMENT IN CONTEMPLATION OF MERGER
THIS AGREEMENT IN CONTEMPLATION OF MERGER (the "Agreement"),
dated as of April 12, 1996 by and among CHAMPION HEALTHCARE CORPORATION, a
Delaware corporation (the "Company"), and the respective parties whose names and
signatures appear on Schedule 1 of this Agreement (individually, a "Participant"
and collectively, the "Participants").
W I T N E S S E T H:
WHEREAS, as of the date above, (i) Paracelsus Healthcare Corporation, a
California corporation ("Paracelsus"), PC Merger Sub, Inc., a Delaware
Corporation, and the Company, are entering into an Agreement and Plan of Merger
dated as of the date hereof (the "Merger Agreement"), providing for among other
things, the merger of PC Merger Sub, Inc. with and into the Company with the
Company being the surviving corporation (the "Merger") and setting forth certain
representations, warranties, covenants and agreements of the parties thereto;
WHEREAS, in connection with the Merger the Company and the Participants who are
parties to the following instruments wish to establish certain agreements
concerning the Series D Note and Stock Purchase Agreement dated December 31,
1993, as amended (the "D Agreement") pursuant to which 11% Senior Subordinated
Notes due December 31, 2003 (the "D Notes") were issued, detachable warrants to
purchase common stock $.01 par value of the Company (the "Company Common Stock"
and as to the warrants the "D Warrants") were issued and Series D Cumulative
Convertible Preferred Stock $.01 par value (the "D Preferred") was issued,
whereby the Participants who are holders of the D Notes will among other things,
agree not to declare the D Notes due and payable;
WHEREAS, in connection with the Merger the Company and the Participants who are
parties to the following instruments wish to establish certain agreements
concerning the Series E Note Purchase Agreement dated May 1, 1995, as amended
(the "E Agreement") pursuant to which the Series E 11% Senior Subordinated Notes
due December 31, 2003 (the "E Notes") were issued, together with detachable
warrants to purchase Company Common Stock (the "E Warrants"), whereby the
Participants who are holders of the E Notes will among other things, agree not
to declare the E Notes due and payable;
<PAGE>
WHEREAS, in connection with the Merger the Company and the Participants who are
holders of the Series C Cumulative Convertible Preferred Stock ("C Preferred")
wish to establish certain agreements concerning the C Preferred whereby the
Participants who are holders of the C Preferred will agree to vote such shares
held by them in favor of the Merger; and
WHEREAS, in connection with the Merger the Company and the Participants who are
holders of warrants to purchase Company Common Stock issued pursuant to the Note
and Stock Purchase Agreement dated May 27, 1992, as the same have been amended
and reissued as Replacement Agreement dated May 27, 1992, as the same have been
amended and reissued as Replacement Warrants pursuant to the Agreement to
Exchange and Amend Warrants dated April 29, 1993 as amended ("Replacement
Warrants" and collectively with the D Warrants and the E Warrants, the
"Warrants") wish to establish certain agreements concerning the Replacement
Warrants.
NOW, THEREFORE, for good and sufficient consideration the receipt and adequacy
of which is hereby acknowledged, with the following terms, conditions and
covenants, the Company and the Participants hereby agree as follows:
1. Definitions. For the purposes of this Agreement
the following terms shall have the following meanings:
1.1 "Effective Date of the Merger" shall mean the date on
which the Merger is effective under Delaware law.
1.2 "Increased Applicable Rate" shall mean the greater of (i)
the Applicable Rate (as such term is defined in the D Agreement and E
Agreement as to the respective D Notes and E Notes) plus two percentage
points (2%) or (ii) the rate per annum determined as of the business
day immediately preceding the date on which the Applicable Rate is
first increased pursuant to Section 2.4 hereof which is the average
between the Salomon Brothers and Lehman Brothers High Yield BB Bond
Indices most recently published and having a remaining average life to
maturity (determined in accordance with standard financial practice)
which is the same as the Notes (or if no such maturity is available in
the Indexes an interest rate interpolated or extrapolated, as the case
may be, from the two maturities closest to the Notes), plus two
percentage points (2%). Once determined, the Increased Applicable Rate
shall not change, except as provided in Section 2.4.
1.3 "Notes" shall mean the D Notes and E Notes.
1.4 "Parent Change in Control Event" shall mean (i) the sale,
lease or transfer of all or substantially all of the Paracelsus
Healthcare Corporation, a California corporation ("Parent")'s assets to
any person or group (as such term is used in Section 13(d)(3) of the
Exchange Act)
-2-
<PAGE>
(other than the Principal or his Related Parties both as defined in the
public indenture of the Parent in effect on the date hereof), (ii) the
liquidation or dissolution of the Parent, (iii) the acquisition by any
person or group (as such term is used in Section 13(d)(3) of the
Exchange Act) (other than the Principal and his Related Parties of a
direct or indirect majority in interest (more than 50%) of the total
voting power entitled to vote generally in the election of directors of
the Parent or (iv) the Principal and his Related Parties beneficially
own less, directly or indirectly, than 51% of the voting power of the
voting stock of the Parent beneficially owned by the Principal directly
or indirectly, on the date of the Indenture of the Parent in effect on
the date hereof.
1.5 "Prepayment Rate" shall mean (i) 106% through the earlier
of (x) the sixth month anniversary date of the Effective Date of the
Merger or (y) January 31, 1997, and (ii) increasing by one percentage
point (1%) at the beginning of each thirty (30) day period following
the expiration of the period in (i), not to exceed 112% at any time.
1.6 "Qualified Debt Offering" shall mean a public offering of
not less than $100,000,000 principal amount of indebtedness (i) having
a final maturity more than one year from the date of issue thereof, and
(ii) on terms and conditions reasonably customary in the public high
yield debt market for instruments similar to such indebtedness at the
time of such offering.
1.7 "Standstill Period" shall mean that period commencing upon
the Effective Date of the Merger and ending on the Standstill
Termination Date, unless sooner terminated in accordance with the terms
of the Agreement.
1.8 "Standstill Termination Date" shall be the date on which
there is the first to occur of (i) the business day immediately
following completion by Paracelsus of a Qualified Debt Offering, (ii)
there is a breach of any covenant of, or occurrence of a default or
event of default under, the Series D Agreement or Series E Agreement by
the Company or Paracelsus not waived by the terms hereof, (iii) there
is a breach by the Company or Paracelsus of the terms of this
Agreement, or (iv) there occurs a Parent Change in Control Event.
2. Waivers Under E Agreement and D Agreement. Subject
at all times to the terms and conditions stated herein:
2.1 Series E Agreement. The Participants who are holders of E
Notes agree, for themselves and for each subsequent transferee of E
Notes, that with respect to the E Agreement:
-3-
<PAGE>
(i) the option granted to the holders of the E Notes in
Article IV paragraphs C. and D. resulting from the occurrence of a
Change in Control Event (as such term is defined in the E Agreement) in
connection with the Merger is hereby waived during the Standstill
Period (but not thereafter) and the period for the exercise of the
option shall run from the date that notice is received by such holder
that the Standstill Termination Date has occurred, until the 90th day
following such receipt of notice, provided, however, that
notwithstanding anything to the contrary herein or in the E Agreement,
in the event that the Company defaults in its obligations to tender
prepayment upon the exercise of such option, the E Notes shall bear
interest at the Increased Applicable Rate as adjusted pursuant to
Section 2.4 hereof, plus two percent (2%) compounded annually, or until
such obligations are satisfied in full,
(ii) any breach or violation of Article V. paragraph J.
resulting from the Merger is hereby waived during the Standstill Period
(but not thereafter),
(iii) any breach or violation of Article V. paragraph AA
resulting from the amounts which the holder of the D Notes may receive
under Section 2.3 is hereby waived during the Standstill Period (but
not thereafter),
(iv) the definitions of "Bank Agreement" and "Senior
Indebtedness" in Article IX paragraph A are hereby amended to also
include any indebtedness of a corporation which, directly or
indirectly, owns all of the outstanding stock of the Company for which
the Company is liable as a guarantor, which, and to the extent, such
indebtedness had been incurred by the Company would be Senior
Indebtedness, provided in no event shall the aggregate Senior
Indebtedness under the E Agreement exceed $200,000,000, and
(v) any breach or violation of Article V, paragraph B,
resulting from any distributions made on account of fractional shares
or upon exercise of dissenters rights in connection with the Merger or
as otherwise required by the terms of the Merger Agreement is hereby
waived during the Standstill Period (but not thereafter).
2.2 Series D Agreement. The Participants who are holders of D
Notes agree, for themselves and for each subsequent transferee of D
Notes, that, with respect to the D Agreement:
(i) the option granted to the holders of the D Notes in
Article IV. paragraphs C. and D. resulting from the occurrence of a
Change in Control Event (as such term is defined in the D Agreement) in
connection with the Merger is hereby waived during the Standstill
Period (but not
-4-
<PAGE>
thereafter) and the period for the exercise of the option shall run
from the date that notice is received by such holder that the
Standstill Termination Date has occurred, until the 90th day following
such receipt of notice; provided, however, that notwithstanding
anything to the contrary contained herein or in the D Agreement, in the
event that the Company defaults in its obligations to tender prepayment
upon the exercise of such option, the D Notes shall bear interest at
the Increased Applicable Rate as adjusted pursuant to Section 2.4
hereof, plus two percent (2%) compounded annually, until such
obligations are satisfied in full,
(ii) any breach or violation of Article V. paragraph J.
resulting from the Merger is hereby waived during the Standstill Period
(but not thereafter),
(iii) any breach or violation of Article V. paragraph Z
resulting from the amounts which the holder of the E Notes may receive
under Section 2.3 is hereby waived during the Standstill Period (but
not thereafter),
(iv) the definitions of "Bank Agreement" and "Senior
Indebtedness" in Article IX paragraph 9 are hereby amended to also
include a corporation which, directly or indirectly, owns all of the
outstanding stock of the Company, any indebtedness for which the
Company is liable as a guarantor, which, and to the extent, such
indebtedness had been incurred by the Company would be Senior
Indebtedness, provided in no event shall the aggregate Senior
Indebtedness under the D Agreement exceed $200,000,000 and
(v) any breach or violation of Article V, paragraph B,
resulting from any distributions made on account of fractional shares
or upon exercise of dissenters rights in connection with the Merger or
as otherwise required by the terms of the Merger Agreement is hereby
waived during the Standstill Period (but not thereafter).
2.3 Prepayment Upon Qualified Debt Offering. At such time as
Paracelsus completes a Qualified Debt Offering, the closing and funding
of which occurs during the Standstill Period,
2.3.1 D Notes. The Participants who are holders of
the D Notes shall, in lieu of any other rights provided for in Article
IV of the D Agreement, be prepaid at the price determined in accordance
with the provisions of Article IV. paragraph C.(b) of the D Agreement,
provided, however, the applicable percentage as referenced in such
Article IV. paragraph C.(b) shall be the Prepayment Rate during all
periods and the holders of the D Notes shall not be required to
surrender any Warrants for cancellation, and
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2.3.2 E Notes. The Participants who are holders of
the E Notes shall, in lieu of any other rights provided for in Article
IV of the E Agreement, be prepaid at either of the following two
amounts as each such Participant may elect, (i) the price determined in
accordance with the provisions of Article IV. paragraph C.(b) of the E
Agreement, provided, however, the applicable percentage as referenced
in such Article IV. paragraph C.(b) shall be the Prepayment Rate during
all periods and the holders of the E Notes shall not be required to
surrender any Warrants for cancellation, or (ii) the price determined
in accordance with the provisions of Article IV. paragraph C.(b) of the
E Agreement, provided, however, the applicable percentage as referenced
in such Article IV. paragraph C.(b) shall be 112.5% during all periods
and the holders of the E Notes shall be required, as required by such
section, to surrender Warrants for cancellation.
2.3.3 Payment of Interest. With respect to any
prepayments of Notes under Sections 2.3.1 or 2.3.2, Paracelsus shall
pay in cash accrued interest to and including the date of the
prepayment of the Notes.
2.4 Increase in Applicable Rate. From and after the earlier of
(i) July 31, 1997, or (ii) the first anniversary of the Effective Date
of the Merger the Applicable Rate (as defined in the respective D
Agreement and E Agreement) of each Note held by the Participants, shall
without further action of the Participants be changed to the Increased
Applicable Rate. From and after the Applicable Rate changing to the
Increased Applicable Rate, and on each six month anniversary date
thereafter, the Increased Applicable Rate shall increase by one-half
percentage point (1/2%).
2.5 Parent Change in Control. From and after the Effective
Date of the Merger the D Agreement and the E Agreement are amended such
that the definition of Change of Control Event contained therein shall
in addition include a Parent Change in Control Event.
3. Consent to Assumption of Warrants by Paracelsus. The
Participants who are holders of the Warrants hereby agree as of the Effective
Date of the Merger to the replacement of the Company with Paracelsus as a party
to such Warrants and the assumption by Paracelsus in the name, place and stead
of the Company of the obligation to issue shares of Paracelsus common stock upon
exercise of the Warrants upon the same terms and conditions as currently apply
to the Company under such Warrants, as amended, but subject to the anti-dilution
provisions of such Warrants, and Paracelsus agrees as of the Effective Date of
the Merger it will assume in the name, place and stead of the Company the
obligations to issue shares of Paracelsus common stock upon the exercise of the
Warrants upon the same terms and conditions as currently apply to the Company
under such Warrants, as
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amended, but subject to the anti-dilution provisions of such Warrants, and in
accordance with the Merger Agreement.
4. Termination of D Stockholders Agreement. As of the
Effective Date of the Merger, the Company and each Participant, in every
capacity to which they are a party to the D Stockholders Agreement, as amended
agree such agreement shall be and it is hereby terminated.
5. Conditions to Obligations of Participants. Each
Participant's obligations and agreements contained herein is subject to the
conditions contained in Sections 5.1, 5.2, 5.3, 5.4, 5.5, 5.6 and 5.7.
5.1 E Agreement Acceptance. The execution and delivery hereof
to the Company by holders of E Notes who hold not less than 66.7% in
the aggregate principal amount outstanding of the E Notes.
5.2 D Agreement Acceptance. The execution and delivery hereof
to the Company by holders of D Notes who hold not less than 66.7% in
the aggregate principal amount outstanding of the D Notes.
5.3 Representations of Company True and Correct. The
representations and warranties contained in Section 6 hereof shall be
true and correct on the date hereof and as of the Effective Date of the
Merger.
5.4 Compliance with this Agreement. The Company and all other
Participants shall have performed and complied in all material respects
with all agreements, covenants and conditions contained herein and in
any other document contemplated hereby or thereby which are required to
be performed or complied with by the Company and all other
Participants.
5.5 Proceedings. All corporate and other proceedings taken or
to be taken in connection with the transactions contemplated hereby and
all documents incident thereto shall be satisfactory in form and
substance to the Participants, and the Participants shall have received
all such counterpart originals or certified or other copies of such
documents as they may reasonably request.
5.6 Assumption and Guaranty by Paracelsus. Paracelsus shall on
and as of the Effective Date of the Merger (i) guarantee, in form and
substance reasonably satisfactory to the Participants who are holders
of the Notes, the payment of the D Notes and E Notes. (The obligations
of the Company under the D Notes and E Notes shall be subordinated to
Paracelsus' senior indebtedness, and the foregoing guarantee shall be
pari passu with Paracelsus' existing senior subordinated indebtedness),
(ii) enter into an agreement, in
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form and substance reasonably satisfactory to the Participants, in
favor of each of the Participants pursuant to which it agrees (a) to
assume and perform all the obligations hereunder stated to be the
obligations of Paracelsus, and (b) to use its reasonable best efforts
to complete a Qualified Debt Offering on the Effective Date of the
Merger or as soon thereafter as reasonably possible, subject to the
terms of such Qualified Debt Offering being reasonably acceptable to
it, (iii) enter into and deliver to such Participant if requested by a
Participant, new warrants (the "New Warrants") in exchange for the
Warrants, each of which New Warrants shall be for purchase of one share
of Paracelsus common stock, and shall be in the same form and on the
same terms and conditions, including provisions for the adjustment of
the Exercise Price thereunder, as the Warrants being exchanged, (iv)
enter into and deliver to each Participant who is a holder of the D
Warrants a stock registration agreement, which stock registration
agreement shall be in form and substance reasonably satisfactory to the
holders of the D Warrants and in any event contain such terms as shall
be customary in similar agreements, pursuant to which Paracelsus shall
agree, upon the request of more than 50% of the outstanding Share
Equivalents of the outstanding Restricted Securities attributable to
the D Warrants (such terms having the same meaning as assigned thereto
in the Series D Stock Registration Agreements dated as of December 31,
1993 as amended, (the "D Stock Registration Agreement") between the
Company and the holders of the D Warrants, but with application to
Paracelsus and the D Warrants), to effect once as to all Participants
who are holders of D Warrants the registration of the Restricted
Securities under the Securities Act of 1933, or any successor Federal
statute, then in effect and the rules and regulations of the Securities
and Exchange Commission, or successor entity, thereunder for
disposition in accordance with the intended method of disposition
stated in such request and pursuant to which Paracelsus will grant
"piggyback-registration" rights substantially the same as contained in
the Series D Stock Registration Agreements but with respect to the
Restricted Securities attributable to the D Warrants, (v) enter into
and deliver to each Participant who is a holder of the E Warrants a
stock registration agreement, which stock registration agreement shall
be in form and substance reasonably satisfactory to the holders of the
E Warrants and in any event contain such terms as shall be customary in
similar agreements, pursuant to which Paracelsus shall agree, upon the
request of more than 50% of the outstanding Share Equivalents of the
outstanding Restricted Securities attributable to the Warrants (such
terms having the same meaning as assigned thereto in the Series E Stock
Registration Agreements dated as of May 1, 1995 (the "E Stock
Registration Agreement") between the Company and the holders of the E
Warrants, but with application to Paracelsus and the E Warrants), to
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effect once as to all Participants who are holders of E Warrants the
registration of the Restricted Securities under the Securities Act of
1933, or any successor Federal statute, then in effect and the rules
and regulations of the Securities and Exchange Commission, or successor
entity, thereunder for disposition in accordance with the intended
method of disposition stated in such request and pursuant to which
Paracelsus will grant "piggy-back registration" rights substantially
the same as contained in the E Stock Registration Agreement but with
respect to the Restricted Securities attributable to the E Warrants and
(vi) enter into and deliver to each Participant who (A) is the Holder
of Company Common Stock, C Preferred, D Preferred and/or Warrants and
(B) immediately following the merger beneficially owns more than 1% of
the outstanding shares of Paracelsus Common Stock (such beneficial
ownership being calculated in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended) ("Significant Holders"), a
stock registration agreement, which stock registration agreement shall
be in form and substance reasonably satisfactory to the Significant
Holders and in any event contain such terms as shall be customary in
similar agreements pursuant to which Paracelsus shall agree, upon the
request of Significant Holders holding at least 25% of the Paracelsus
Common Stock (on a fully diluted basis) held by all Significant
Holders, to effect once as to all Participants who are Significant
Holders the registration of the Paracelsus Common Stock (including
shares issuable upon exercise of Warrants) held by the Significant
Holders under the Securities Act of 1933, or any successor Federal
statute, then in effect, and the rules and regulations of the
Securities and Exchange Commission, or successor entity, thereunder for
disposition in accordance with the intended method of disposition
stated in such request and pursuant to which Paracelsus will grant
"piggy-back-registration" rights but with respect to the Paracelsus
securities held by Significant Holders. All of the registration rights
agreements referenced above shall, among other things, obligate
Paracelsus to use its best efforts to keep any such registration
statement effective for at least 120 days. A Participant's
participation in any demand registration pursuant to any of the
registration rights agreements contained in this Section 5.6 shall not
preclude such Participant's participation in a demand registration
pursuant to any other registration right which is set forth in this
Section 5.6 or otherwise.
5.7 Execution of Merger Agreement. The Company, Paracelsus and
PC Merger Sub., Inc. shall have executed the Merger Agreement in a form
and with such terms that do not materially differ from those set forth
in the form of Merger Agreement referenced in Section 6.1 hereof.
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6. Representations, Covenants and Warranties of the Company.
The Company represents, covenants and warrants to the Participants the
following:
6.1 Delivery of Merger Documents. The Company has delivered in
substantially final form to each Participant the form of the Merger
Agreement and the form of the Stockholder Agreement between Paracelsus
and Dr. Krukemeyer (collectively, the "Draft Documents").
6.2 Commitment to Pursue Public Financing. Paracelsus shall
use its best efforts to complete a Qualified Debt Offering on the
Effective Date of the Merger or as soon thereafter as reasonably
possible, subject to the terms and conditions thereof being reasonably
acceptable to Paracelsus. The Company shall, prior to the Effective
Date of the Merger, use its best efforts to cause Paracelsus to comply
with the foregoing sentence.
6.3 Organization. The Company is a corporation duly organized
and existing in good standing under the laws of the State of Delaware;
each subsidiary having assets in excess of $100,000 or annual revenues
in excess of $100,000 in any of its last two fiscal years, is duly
organized and existing in good standing under the laws of the
jurisdiction in which it is incorporated; and the Company has and each
subsidiary has the corporate power to own its respective property and
to carry on its respective business as now being conducted. The Company
has duly executed and delivered this Agreement. As used in this
agreement, the term "subsidiary" shall include any corporation which
the Company owns directly or indirectly more than 50% of the stock
thereof.
6.4 Qualification. The Company is and each of its subsidiaries
are duly qualified and in good standing as a foreign corporation to do
business in every jurisdiction where the character of the properties
owned or leased by it or the nature of any business transacted by it
makes such qualification necessary and where such nonqualification or
lack of good standing would have a material adverse effect on the
business of the Company and its consolidated subsidiaries taken as a
whole.
6.5 Authorization and Power. The Company has taken all actions
necessary to authorize it to enter into and perform its obligations
under this Agreement and the other agreements referenced herein and to
consummate the transactions contemplated hereby and thereby, subject
only to the required stockholder approval of the Merger Agreement. The
Company has full right, power and authority to execute and perform its
obligations under the Agreement and the other agreements referenced
herein and the Agreement and such agreements constitute the legal,
valid and binding
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obligations of the Company, enforceable against the Company in
accordance with their respective terms.
6.6 Capital Stock.
6.6.1 As of April 1, 1996 the Company has authorized a total
of 27,700,000 shares of its capital stock of all classes, consisting of
25,000,000 shares of Common Stock, 2,700,000 shares of Preferred Stock divided
into the following classes: 500,000 shares of Series C Preferred Stock, and
2,200,000 shares of Series D Preferred Stock. As of March 25, 1996, 11,963,366
shares of Common Stock are issued and outstanding, 448,811 shares of Series C
Preferred Stock are issued and outstanding, and 2,156,903 shares of Series D
Preferred Stock are issued and outstanding. The Company holds no shares of its
capital stock in its treasury. All of such outstanding shares have been validly
issued and are fully paid and nonassessable. The Company has reserved such
number of shares of Common Stock for issuance pursuant to such instruments or
agreements as are set forth in Schedule 6.6 hereto.
6.6.2 None of the shares of the Company's capital stock
outstanding on April 1, 1996 (i) were subject to preemptive rights when issued
or (ii) provide the holders thereof with any preemptive rights with respect to
any capital stock of the Company or any capital stock referred to in the
immediately following subsection hereof.
6.6.3 Except as otherwise stated in this section or disclosed
on Schedule 6.6 and except for shares reserved for issuance in connection with
options and warrants outstanding on the date hereof, the Company has not granted
or issued, or agreed to grant or issue, any options, warrants or similar rights
to acquire or receive any of the authorized but unissued shares of its capital
stock of any class or any securities convertible into shares of its capital
stock of any class. As of the date hereof, no person holds of record or
beneficially owns 5% or more of the outstanding shares of Company Common Stock
(assuming conversion or exercise of all securities of the Company which are so
exercisable or convertible into shares of Company Common Stock) except as set
forth in Schedule 6.6 hereto. Schedule 6.6 sets forth as of the date hereof the
exercise price or the conversion price, after taking into account any
adjustments to such exercise price or conversion price required by the terms
thereof (and assuming all holders of Warrants have executed this Agreement), of
the C Preferred and D Preferred and the Warrants.
6.6.4 All shares of Company Common Stock issued and
outstanding on the effective date hereof are listed for trading on the American
Stock Exchange, Inc. ("AMEX"), and all shares of Company Common Stock, or
Paracelsus common stock if after the Merger, issuable upon the exercise of the
Warrants will be when issued, listed for trading on the AMEX or the New York
Stock Exchange. All shares of common stock of Paracelsus held by
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a Participant and outstanding on the Effective Date of the Merger, including any
shares of common stock of the Company received by the Warrant holders upon the
exercise of their Warrants prior to the Effective Date of the Merger, will be
registered securities under the Securities Act of 1933 and as to such Paracelsus
shares received by the E Warrant holders upon the exercise of their Warrants
prior to the Effective Date of the Merger, will be freely tradable thereafter.
6.7 Valid Issuance. All shares of Company Common Stock issued
and outstanding are validly issued and fully paid and nonassessable.
6.8 Actions Pending. There is no action, suit, investigation
or proceeding pending or, to the knowledge of the Company, threatened
against the Company or any of its subsidiaries before any court,
arbitrator or administrative or governmental body that (i) questions
the validity of this Agreement, the Notes, the Warrants, the D
Preferred, the shares of Company Common Stock or any action taken or to
be taken pursuant hereto or thereto or (ii) except as disclosed in
Schedule 6.8 that materially and adversely affects, or as to which
there is a reasonable possibility of an adverse decision that would
materially and adversely affect, either individually or collectively,
the business, property, assets or condition of the Company and its
consolidated subsidiaries taken as a whole. Neither the Company nor any
subsidiary is in violation of any judgment, order, writ, injunction,
decree, rule or regulation of any court or governmental department,
commission, board, bureau, agency or instrumentality, the violation of
which might, either individually or collectively, materially and
adversely affect the business, property, assets or financial position
of the Company and its consolidated subsidiaries taken as a whole. No
action or determination is pending, or threatened with the AMEX with
respect to the authority of the Company Common Stock to be listed for
trading thereon. To the knowledge of the Company no action is pending
or threatened against any Participant which relates to this Agreement
or the transactions contemplated herein.
6.9 Outstanding Debt; No Default. Neither the Company nor any
of its subsidiaries has outstanding any indebtedness except as set
forth in the consolidated balance sheet of the Company and its
consolidated subsidiaries as at December 31, 1995 or incurred since
then in the normal course of business or as set forth in Schedule 6.9.
There exists no monetary event of default and there exists no other
event of default by the Company or any subsidiary under the provisions
of any instrument evidencing indebtedness the effect of which would
have a material adverse effect on the Company and its subsidiaries
taken as a whole. Without limiting the generality of the foregoing, no
Default or Event of Default under the E Agreement or the D Agreement
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(other than any Default or Event of Default waived by the terms hereof)
has occurred and is continuing; and upon the consummation of the
Merger, no Default or Event of Default under the E Agreement or the D
Agreement (other than any Default or Event of Default waived by the
terms hereof) shall have occurred and be continuing.
6.10 Title, Liens. The Company has, and each of its
subsidiaries has, good and marketable title to its respective
properties and assets reflected in the consolidated balance sheet of
the Company and its consolidated subsidiaries as at December 31, 1995
(other than properties and assets disposed of in the ordinary course of
business, equity interests owned by others in subsidiaries of the
Company, the transfer of Autauga Medical Center and Autauga Health Care
Center in exchange for Jordan Valley Hospital, and as set forth on
Schedule 6.10) and except for property purchased under title retention
transactions or capitalized leases. Neither the Company nor any
subsidiary has pledged or mortgaged its assets to secure any
indebtedness other than (i) to Banque Paribas, Agent under an amended
and restated loan agreement dated as of May 31, 1995, as amended, (ii)
to Health Care REIT, Inc. that was assumed with the acquisition of
Psychiatric Healthcare Corporation, (iii) purchase money indebtedness,
(iv) mortgages to secure the assets being acquired, (v) capital leases,
(vi) deposits in the ordinary course or (vii) as otherwise disclosed to
the Participants in any exhibit or schedule hereto.
6.11 Taxes. The Company has, and each of its subsidiaries has
timely, filed all Federal, State and other income and payroll tax
returns that, to the knowledge of the Company, are required to be
filed, and each has paid all taxes as shown on said returns and on all
assessments received by it to the extent that such taxes have become
due except for taxes or assessments the payment of which is being
contested in good faith by proper action and against which adequate
accounting reserves are being maintained. The Company is not aware of
any proposed tax assessment against it or any subsidiary and all tax
liabilities are provided for with adequate reserves.
6.12 Governmental Consent. Except for the filing and clearance
of the Company's proxy statement and Paracelsus' registration statement
with the Securities and Exchange Commission in connection with the
Merger and the filing and approval necessary under the
Hart-Scott-Rodino Antitrust Improvements Act, neither the nature of the
Company or of any subsidiary, nor any of their respective businesses or
properties, nor any relationship between the Company or any subsidiary
and any other person, nor any circumstance in connection with the
consummation of the terms of this Agreement and the other agreements
referred to herein, is
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such as to require any consent, approval or authorization of, or any
notice to, or filing, registration or qualification with, any court or
administrative or governmental body in connection with the execution
and delivery of this Agreement.
6.13 Holding Company Status. Neither the Company nor any
subsidiary is a "holding company," or a subsidiary or affiliate of a
"holding company," or a "subsidiary company" of a "holding company," or
a "public utility," within the meaning of the Public Utility Holding
Company Act of 1935, as amended, or a "public utility" within the
meaning of the Federal Power Act, as amended.
6.14 Investment Company Status. Neither the Company nor any
subsidiary is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act
of 1940, as amended, or an "investment adviser" within the meaning of
the Investment Advisers Act of 1940, as amended.
6.15 ERISA. All of the "employee pension benefit plans" within
the meaning of Section 3(2) of ERISA which are maintained by or
contributed to by the Company, any of its Subsidiaries or any ERISA
Affiliate and which are intended to meet the requirements of Section
401(a) of the Code are disclosed in the Company's financial statements.
Any such plan intending to qualify under Section 401(a) or 401(k) of
the Code does so qualify. Neither the Company nor any of its
subsidiaries nor any ERISA Affiliate maintains, contributes to or has
contributed to a Multiemployer Plan or any other plan subject to Title
IV of ERISA or Section 412 of the Code. All material employee benefit
plans and arrangements covered by ERISA, maintained by or contributed
to by the Company, any of its subsidiaries or any ERISA Affiliate are
in substantial compliance with all applicable law, including any
reporting requirements. Except as disclosed on Schedule 6.15, neither
the Company nor any subsidiary has any liability with respect to
retiree medical or death benefits or other benefits payable after
termination of employment. Neither the Company, nor any of its
subsidiaries nor any other person, including any fiduciary, has engaged
in any transaction prohibited by Section 4975 of the Code or Section
406 of ERISA which could subject the Company or any of its subsidiaries
or any person the Company or any of its subsidiaries have an obligation
to indemnify to any material tax or penalty imposed under Section 4975
of the Code or Section 502 of ERISA.
6.16 Financial Statements. (i) The Company has previously
furnished the Participants the consolidated balance sheets of the
Company and its consolidated subsidiaries as at December 31, 1995 and
the related consolidated statements of income, stockholders' equity and
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cash flows of the Company and its consolidated subsidiaries for the
fiscal year ended December 31, 1995, all certified by Coopers &
Lybrand, including in each case the related schedules and notes.
(ii) Except as disclosed on Schedule 6.16, all such financial
statements (including any related schedules and/or notes) have been
prepared in accordance with generally accepted accounting principles
consistently applied, except to the extent set forth in the notes to
such financial statements, throughout the periods involved and to the
extent required by such principles show all liabilities, direct and
contingent, of the Company and its consolidated subsidiaries. Except as
disclosed on Schedule 6.16, the balance sheets and the related
schedules and notes fairly present on a consolidated basis the
financial condition of the Company and its consolidated subsidiaries as
at the respective dates thereof; and the statements of income and
stockholders' equity and the related schedules and notes and the key
operating indicators fairly present on a consolidated basis the results
of the operations of the Company and its consolidated subsidiaries for
the respective periods indicated.
(iii) Except as disclosed on Schedule 6.16, there have been no
material adverse changes in the business, operations, property, assets,
prospects, condition, financial or other, of the Company and its
subsidiaries, on a consolidated basis, since December 31, 1995.
6.17 Broker's or Finder's Commissions. No broker's, finder's,
advisor's or placement fee or commission will be payable with respect
to the transactions contemplated hereby, and the Company will hold the
Participants harmless from any claim, demand or liability for broker's,
finder's, advisor's or placement fees or commissions alleged to have
been incurred in connection with the transactions contemplated hereby.
The Company will pay Donaldson Lufkin & Jenrette Securities Corporation
an investment banking fee in connection with the Merger and a Qualified
Debt Offering.
6.18 SEC Filing. The Company has timely filed all reports and
schedules required to be filed by it pursuant to the Securities
Exchange Act of 1934, as amended.
6.19 Compliance with Outstanding Agreements. Except as set
forth in Schedule 6.19, the execution, delivery and performance by the
Company of this Agreement and any other document contemplated hereby or
thereby, including the Merger Agreement will not conflict with, or
result in a breach of the terms, conditions or provisions of, or
constitute a default under, or result in the creation of any lien upon
any of the properties or assets of the Company or any subsidiary
pursuant to, or otherwise violate, any (a)
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instrument evidencing any indebtedness of the Company or any of its
subsidiaries or any agreement relating thereto, or (b) any other
agreement to which the Company or any of its subsidiaries is a party.
6.20 Disclosure. Neither this Agreement and the Schedule and
Exhibits attached hereto nor any other document, certificate or
statement furnished to any Participant by or on behalf of the Company
in connection herewith, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the
statements contained herein and therein, in the light of the
circumstances under which made, not misleading. Except as set forth in
Schedule 6.20, there is no fact peculiar to the Company or its
subsidiaries and known to the Company which materially adversely
affects or in the future may (so far as the Company can now foresee)
materially adversely affect the business, operations, property, assets,
prospects, or condition, financial or other, of the Company and its
subsidiaries, taken as a whole, which has not been set forth in this
Agreement and the Schedules and Exhibits attached hereto or in the
other documents described herein and furnished to each of the
Participants by or on behalf of the Company in connection with the
transactions contemplated hereby.
6.21 D Stockholders Agreement. At the Effective Date of the
Merger the D Stockholders Agreement, as amended, shall no longer have
any binding legal effect on any Participant who is a party thereto
which will result in any liability to a Participant or otherwise
restrict or encumber any shares of Paracelsus common stock any
Participant receives under the terms of the Merger.
6.22 Notice. The Company shall provide each Participant (i)
written notice of the Standstill Termination Date not more than two (2)
business days thereafter and (ii) written notice of the closing and
funding of a Qualified Debt Offering not less than three (3) business
days prior thereto.
7. Covenants of the Participants.
7.1 Agreement to Give Consents. The Participants who are
holders of the Notes agree that upon, or immediately prior to,
repayment in full of the Notes as herein provided, they will take or
agree to take or give their consent to the amendment of any or all
provisions of the D Agreement and E Agreement for which such action may
be taken, as may be requested by Paracelsus or the Company; provided,
however, that the Participants shall not be required, hereunder, to
agree to take or give their consent to any such amendment which affects
any provision which continues to be binding and effective
notwithstanding the payment in full of any or
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all of the Notes held by a Participant, including without limitation,
any and all provisions relating to indemnity and expense reimbursement;
provided, further, that any consent or amendment effected pursuant to
this Section 7.1 shall be deemed ineffective if either (i) any
Participant's Notes are not repaid in full as herein provided, or (ii)
any amounts paid on account of any Participant's Notes is recovered
from such Participant as a result of any voidable preference or similar
action or remedy.
7.2 Provide Notice to Transferees. Each Participant agrees
that no assignment, transfer or other disposition of the D Notes or E
Notes shall be made and any such assignment or transfer shall be
without effect, without first providing any such transferee with a copy
of this Agreement and obtaining a written agreement by such transferee
to be bound by the terms hereof. The Participants agree that any D Note
or E Note submitted to the Company for transfer may have a legend
placed upon any such reissued Note giving notice of the requirement of
this Section 7.2.
7.3 Agreement to Vote. Provided the definitive terms of the
Merger Agreement do not change in any material respect, each
Participant as to itself agrees that it will vote all shares of C
Preferred and D Preferred, over which it has voting control, in favor
of the Merger (provided such transaction is consummated on terms
substantially identical to the terms set forth in the Draft Documents)
at any meeting of stockholders called for that purpose.
7.4 Authority. Each Participant as to itself represents and
warrants that it has the power and is authorized or otherwise duly
qualified to execute this Agreement.
7.5 Participant Share Ownership. Each Participant represents
and warrants to the Company and each other that they have the right to
vote not less than the number of the shares of C Preferred and D
Preferred Stock set forth beside their name on Schedule 7.3. Nothing
herein shall prevent a Participant from transferring or otherwise
disposing of any of such share holdings provided any transferee agrees
in writing to be bound by the terms hereof.
8. Termination. The Company may terminate this Agreement at
anytime for any reason on or before the Effective Date of the Merger. This
Agreement shall terminate if the Effective Date of the Merger does not occur on
or before December 31, 1996.
9. Miscellaneous.
9.1 Limitation on Waiver During Standstill. The amendments,
waivers and other agreements of the Participants
-17-
<PAGE>
granted herein are conditioned upon and limited to the terms
specifically contained herein and no other or further waiver or
amendment is granted or implied. All other provisions of the D
Agreement and E Agreement, the Notes and Warrants shall remain in
effect.
9.2 Waiver of Notice and Consent to Transactions. The Company
and the Participants, as to those agreements to which each may be a
party, hereby waive any notice provision in any of the agreements the
amendment or waiver with respect thereto that would otherwise be
required in respect of the transactions contemplated by this Agreement
and the Exhibits and Schedules hereto.
9.3 Transaction Expenses. The Company agrees, whether or not
the transactions hereby contemplated shall be consummated, to pay, and
save the Participants harmless against liability for the payment of,
all out-of-pocket expenses arising in connection with (but not from)
the execution and delivery of this Agreement and the other agreements,
amendments, waivers and consents contemplated herein, limited to the
reasonable fees and expenses of (i) Chapman and Cutler as counsel to
the holders of the E Warrants and E Notes, (ii) Rudnick & Wolfe, as
counsel to the holders of the D Notes, (iii) Sonnenschein Nath &
Rosenthal, as counsel to the holders of the D Preferred and D Warrants.
The agreement of the Company contained in this Section 9.3 shall
survive any termination of this agreement whether in accordance with
its terms or by operation of law.
9.4 Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by
the Company and the Participants in connection herewith shall survive
the execution and delivery of this Agreement.
9.5 Successors and Assigns. All covenants and agreements in
this Agreement contained by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors,
assigns, or transferees of any D Note, D Warrant, D Preferred, E Note,
E Warrant, or C Preferred by the parties hereto whether so expressed or
not; provided, that the Company may not assign any of its rights,
duties or obligations under this Agreement, except as may be
specifically provided for herein or with the Participants' written
consent.
9.6 Notices. All notices and other communications provided for
or given or made hereunder shall be in writing and shall be effective
when received upon the earlier of: (i) by hand or by first class mail
(or registered mail, if required), (ii) by electronic facsimile
transmission, (iii) by courier or (iv) actual receipt if to the
Participants at their address set forth on Schedule 1 hereto, to
transferees
-18-
<PAGE>
of the Participants at their address set forth in the records of the
Company or the transfer agent of the Company, and if to the Company or
after the Merger to Paracelsus, at 515 W. Greens Road, Suite 800,
Houston, Texas 77067, or to such other address with respect to any such
party as such party shall give notice in writing.
9.7 Governing Law. This Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be
governed by, the laws of the State of Delaware without regard to its
conflict of law provisions. This Agreement may not be amended, and
neither the Company nor, following the Merger, Paracelsus may take any
action herein prohibited, or omit to perform any act herein required to
be performed by it, unless the written consent to such amendment,
action or omission to act is given by (i) the Company, (ii) the holder
or holders of at least two-thirds of the aggregate principal amount of
the D Notes at the time outstanding, (iii) the holder or holders of at
least two-thirds of the aggregate principal amount of the E Notes at
the time outstanding and (iv) following the Merger, Paracelsus;
provided, however, that without the written consent of the holder of
Notes currently held by Participants which are at the time outstanding,
no amendment to this Agreement shall change the principal of, or the
rate or time of payment of interest or any premium payable with respect
to, any Note, or affect the time or amount of any required prepayments
or modify the subordination provisions in a manner adverse to the
holders of Notes, or change the transfer restrictions with respect to
the Notes, or reduce the proportion of the principal amount of the
Notes required with respect to any consent.
9.8 Headings. The descriptive headings of the several sections
of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement.
9.9 Gender and Number. Whenever the context of this Agreement
requires, the gender of all words herein shall include the masculine,
feminine and neuter, and the number of all such words herein shall
include the singular and plural.
9.10 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts, all of which shall be
deemed but one and the same instrument and each of which shall be
deemed an original, and it shall not be necessary in making proof of
this Agreement to produce or account for more than one such
counterpart.
-19-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.
CHAMPION HEALTHCARE CORPORATION
/s/ James G. VanDevender
-------------------------
James G. VanDevender
Executive Vice President
[Participants' signatures appear on Schedule 1]
-20-
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
FRONTENAC VI LIMITED PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura P. Pearl
------------------
Laura P. Pearl
Title: General Partner
FRONTENAC DIVERSIFIED III LIMITED
PARTNERSHIP
By: Frontenac Company,
its General Partner
By: /s/ Laura P. Pearl
------------------
Laura P. Pearl
Title: General Partner
EQUITY-LINKED INVESTORS, L.P.
By: Rohit M. Desai Associates
its General Partner
By: /s/ Frank J. Pados, Jr.
-----------------------
Name: Frank J. Pados, Jr.
Title: Attorney-in-Fact
EQUITY-LINKED INVESTORS-II
By: Rohit M. Desai Associates-II
its General Partner
By: /s/ Frank J. Pados, Jr.
-----------------------
Name: Frank J. Pados, Jr.
Title: Attorney-in-Fact
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
OLYMPUS PRIVATE PLACEMENT FUND,
L.P.
By: OGP Partners, L.P.
its General Partner
By: /s/ James A. Conroy
-------------------
James A. Conroy
Title: General Partner of the
General Partner
EQUUS II INCORPORATED
By: /s/ Nolan Lehmann
-----------------
Nolan Lehmann, President
EQUUS CAPITAL PARTNERS
By: /s/ Equus Capital Corporation
-----------------------------
Its General Partner
By: /s/ Nolan Lehmann
-----------------
Nolan Lehmann, President
WPG CORPORATE DEVELOPMENT
ASSOCIATES III, L.P.
By: WPG CDA III, L.P.
By: /s/ Peter B. Pfister
--------------------
Peter B. Pfister
Title: General Partner
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
WPG CORPORATE DEVELOPMENT
ASSOCIATES III (OVERSEAS), LIMITED
By: /s/ Robin Jarvis
----------------
Robin Jarvis
Title: Director
RFE CAPITAL PARTNERS, L.P.
By: Norcon Associates
its General Partner
By: /s/ James A. Parsons
--------------------
James A. Parsons
Title: General Partner
RFE INVESTMENT PARTNERS IV, L.P.
By: RFE Associates IV, L.P.
Its General Partner
By: /s/ Michael Foster
-------------------
Michael J. Foster
Title: General Partner
WILLIAM BLAIR VENTURE PARTNERS III
By: William Blair Venture
Management, its General Partner
By: /s/ Gregg S. Newmark
--------------------
Gregg S. Newmark
Title: General Partner
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
KELLY E. CURRY LIVING TRUST dated
December 9, 1993 L.P.
By: /s/ Kelly E. Curry
------------------
Kelly E. Curry, Trustee
JOHN HANCOCK VENTURE CAPITAL FUND
LIMITED PARTNERSHIP II
FRONTENAC VI LIMITED PARTNERSHIP
By: Back Bay L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Carol Anderson
------------------
Carol Anderson
Title: Authorized Officer
HANCOCK VENTURE PARTNERS III L.P.
By: Back Bay L.P.
its General Partner
By: John Hancock Venture Capital
Management, Inc.
By: /s/ Carol Anderson
------------------
Carol Anderson
Title: Authorized Officer
BAKER, FENTRESSE & COMPANY
By: /s/ Scott E. Smith
------------------
Scott E. Smith
Title: Vice President
its General Partner
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
ORACLE PARTNERS, L.P.
By:_______________________________
Name: Larry N. Feinberg
Title: General Partner
BAHRAIN INTERNATIONAL BANK E.C.
By: /s/ William Khouri
---------------------------
Name: William Khouri
Title: Assistant General Manager
BANK OF AMERICA ILLINOIS
By: /s/ Ford S. Bartholow
---------------------------
Ford S. Bartholow
Title: Managing Director
/s/ Ford S. Bartholow, As Attorney-in-Fact
- -------------------------------------------
Christopher J. Perry
/s/ Robert F. Perille
- ---------------------------
Robert F. Perille
/s/ Ford S. Bartholow, As Attorney-in-Fact
- -------------------------------------------
M. Ann O'Brien
/s/ Ford S. Bartholow
- ----------------------
Ford S. Bartholow
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
/s/ Jeffrey M. Mann
- ---------------------
Jeffrey M. Mann
/s/ Matthew W. Clary
- ---------------------
Matthew W. Clary
/s/ Ford S. Bartholow, As Attorney-in-Fact
- -------------------------------------------
Thomas E. Van Pelt, Jr.
VIRGINIA RETIREMENT SYSTEMS L.P.
By: /s/ W.H. Leighty
---------------------------
Name: William H. Leighty
Title: Director
/s/ Ronald R. Patterson
---------------------------
RONALD R. PATTERSON
/s/ Wesley Lang
---------------------------
WESLEY W. LANG, JR.
/s/ Matthew M. Meehan
---------------------------
MATTHEW M. MEEHAN
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
/s/ Theodore Stolberg
---------------------------
THEODORE STOLBERG
/s/ Ralph J. Watts
---------------------------
RALPH J. WATTS
/s/ David Wertheimer
---------------------------
DAVID WERTHEIMER
/s/ William F. Geiger
---------------------------
WILLIAM F. GEIGER
/s/ Rapheal A. Luccasen, Jr.
---------------------------
RAPHEAL A. LUCCASEN, JR.
/s/ C. David Rhoton
---------------------------
C. DAVID RHOTON
---------------------------
KATHY A. CONNOR
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
SPROUT GROWTH II, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By: /s/ Janet A. Hickey
---------------------------
Janet A. Hickey
Title: Attorney-in-Fact
SPROUT CAPITAL VI, L.P.
By: DLJ CAPITAL CORPORATION
its Managing General Partner
By: /s/ Janet A. Hickey
---------------------------
Janet A. Hickey
Title: Attorney-in-Fact
SPROUT GROWTH, L.P.
By: DLJ CAPITAL CORPORATION
its General Partner
By: /s/ Janet A. Hickey
---------------------------
Janet A. Hickey
Title: General Partner
VENTURTECH II LIMITED PARTNERSHIP
By: /s/ Carl J. Matthews
---------------------------
Carl J. Matthews
Title: Managing Director
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
/s/ Thomas M. Rodgers, Jr.
---------------------------
THOMAS M. RODGERS, JR.
DLJ FIRST ESC L.L.C.
By: DLJ LBO Plans Management
Corporation
Its Manager
By: /s/ Robert E. Diemar, Jr.
---------------------------
Robert E. Diemar, Jr.
Title: Authorized Signator
DONALDSON, LUFKIN & JENRETTE, INC.
By: /s/ Robert E. Diemar, Jr.
---------------------------
Robert E. Diemar, Jr.
Title: Authorized Signator
DLJ SECURITIES CORPORATION
By: /s/ Robert E. Diemar, Jr.
---------------------------
Robert E. Diemar, Jr.
Title: Authorized Signator
DLJ CAPITAL VENTURE FUND II, L.P.
By: DLJ Fund Associates II
Its General Partner
By: /s/ Janet A. Hickey
---------------------------
Janet A. Hickey
Title: General Partner
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
DLJ CAPITAL CORPORATION
By: /s/Robert E. Diemar, Jr.
---------------------------
Robert E. Diemar, Jr.
Title: Authorized Signator
Robert E. Diemar, Jr.
*W. Patrick McMullan
*Vanessa J. Burgess
*Stephen J. Ketchum
*Evan B. Rattner
*Kenneth A. Tucker
*James D. Hann & Bonnie J. Hann JT Ten
*Hoyt Davidson
*Howard S. Rimerman
*Matthew Sirovich
*Nicole Sinek Arnaboldi &
Leo Peter Arnaboldi, III
*Paul B. Queally
*Sabin C. Streeter
*John J. Veatch, Jr.
*Keith B. Geeslin
*Jon Stone
*Janet H. Tague
*Robert Finzi
*J. Kent Sweezey
*Larry E. Reeder
*Warren C. Woo
*Michael K. Hooks
*Sean Deson
*David L. Dennis
*James T. Sington
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
*Colin R. Knudsen
*J. Brien Mullen &
Elizabeth H. Mullen JT Ten
*Ralph L. DeGroff, Jr.
*Thomas G. McGonagle
*By: /s/ Robert E. Diemar, Jr.
---------------------------
Robert E. Diemar, Jr.
Pursuant to Irrevocable
Proxy and Power of
Attorney
THE LINCOLN NATIONAL LIFE INSURANCE
COMPANY
By: Lincoln National Investment
Management Company, Its
Attorney-In-Fact
By: /s/ William Holm, Jr.
---------------------------
Its: Vice President
SECURITY-CONNECTICUT LIFE INSURANCE
COMPANY
By: Lincoln National Investment
Management Company, Its
Attorney-In-Fact
By: /s/ William Holm, Jr.
---------------------------
Its: Vice President
LINCOLN NATIONAL INCOME FUND, INC.
By: /s/ David C. Fischer
---------------------------
Its President
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
THE NORTHWESTERN MUTUAL LIFE
INSURANCE COMPANY
By: /s/ J. Thomas Christofferson
---------------------------
Its: Vice President
INDOSUEZ CAPITAL FUNDING I, LIMITED
(Beneficial Owner, held in nominee
name OBIE & CO.)
By: /s/ J. G. Popp
---------------------------
John G. Popp, Its Collateral
Manager
INDOSUEZ HIGH YIELD PARTNERS
By: /s/ J. G. Popp
---------------------------
John G. Popp, Its Partner
VOTING TRUSTEE:
FIRST INTERSTATE BANK OF
CALIFORNIA, Trustee
/s/ Supranee Krausz
---------------------------
By: Supranee Krausz
Title: Assistant Vice President
<PAGE>
SCHEDULE I
PARTICIPANTS TO AGREEMENT IN CONTEMPLATION OF MERGER
INDOSUEZ CAPITAL ASSET ADVISORS,
INC.
By: /s/ J.G. Popp
---------------------------
John G. Popp, Its President
INDOSUEZ CAPITAL FUNDING II,
LIMITED (Beneficial Owner, held in
nominee name OBIE & CO.)
By: /s/ J.G. Popp
---------------------------
John G. Popp, Its Portfolio
Advisor
<PAGE>
